Monster Beverage (MNST) 10-K risk factor changes: FY2015 vs FY2014

_Following the TCCC Transaction, [removed: NewCo] [added: the Company] and TCCC [removed: will] have extensive commercial arrangements and, as a result, [removed: NewCo’s] [added: the Company’s] future performance is [removed: expected to] substantially [removed: depend] [added: dependent] on the success of its relationship with TCCC._

In connection with the TCCC Transaction, the amended distribution coordination agreements [removed: to be] entered into with TCCC [removed: will provide] [added: provided] for the transition of third parties’ rights to distribute the Company’s products in most territories in the U.S. to members of TCCC’s distribution network, which consists of owned or controlled bottlers/distributors and independent [removed: bottling/distribution partners.][added: bottlers/distributors.]

On February 9, [removed: 2015] [added: 2015,] in accordance with its existing agreements with the applicable third-party distributors, the Company sent notices of termination to certain affected third-party distributors, including the majority of the AB Distributors in the U.S., providing for the termination of their respective distribution agreements, to be effective at various dates beginning in March 2015.

The associated distribution rights [removed: will be] [added: were] transferred to TCCC’s distribution network in each applicable territory as of the effective date of the termination of the applicable third party’s rights in such territory.

Also in connection with the TCCC Transaction, TCCC [removed: will make] [added: made] a substantial equity investment in [removed: NewCo] [added: the Company] and has agreed, subject to certain exceptions, not to compete in the energy drink category.

In any such case, our operating results could suffer and the value of [removed: NewCo’s] [added: the Company’s] common shares could be adversely affected.

Under the terms of the TCCC Transaction, we have agreed, subject to certain exceptions, not to compete with TCCC in the non-energy drink [removed: category following the closing.][added: category.]

As a result, our sole focus [removed: will be] [added: is] in the energy drink category and our business [removed: will] [added: has] become more vulnerable to adverse changes impacting the energy drink category and business, which could adversely impact our business and the trading price of our common stock.

[removed: _Following the TCCC Transaction, TCCC will be] [added: _TCCC is] a significant shareholder of [removed: NewCo] [added: the Company] and may have interests that are different from [removed: NewCo’s] [added: the Company’s] other shareholders (including current shareholders of the Company)._

Immediately following the consummation of the TCCC Transaction, TCCC [removed: will own NewCo] [added: owned] common shares [added: of the Company] representing approximately 16.7% of the total number of [removed: NewCo’s] [added: the Company’s] outstanding common shares.

[added: The number of directors that] TCCC [removed: will also have the right] [added: is entitled] to nominate [removed: two directors to the NewCo board of directors,] [added: is] subject to reduction in certain circumstances.

[removed: Following the completion of the TCCC Transaction,] TCCC’s ownership could also have an effect on [removed: NewCo’s] [added: the Company’s] ability to engage in a change in control transaction.

TCCC [removed: will be] [added: is] obligated for a period of time to vote all of its [removed: NewCo] common shares [added: of the Company] in excess of 20% of the outstanding [removed: NewCo] common shares in the same proportion as all [removed: NewCo] common shares not owned by TCCC with respect to a proposal for a [removed: NewCo] change of control.

However, if TCCC were to oppose such a change in control transaction, a bidder would be required to secure the support of holders of 62.5% of [removed: NewCo’s] [added: the Company’s] common shares not owned by TCCC (assuming that TCCC increased its ownership from approximately 16.7% to 20% of [removed: NewCo’s] [added: the Company’s] common shares) to achieve a vote of a majority of [removed: NewCo’s] [added: the Company’s] outstanding shares for a change-in-control transaction.

In addition, [removed: assuming the completion of the] TCCC [removed: Transaction, TCCC] would have a bidding advantage if the [removed: NewCo] [added: Company’s] board of directors were to seek to sell [removed: NewCo] [added: the Company] in the future because TCCC would not need to pay a control premium on the shares it owns at such [removed: time, including the shares it acquires in the TCCC Transaction.][added: time.]

TCCC and [removed: NewCo] [added: the Company] would also be permitted to terminate TCCC’s distribution coordination agreements with [removed: NewCo] [added: the Company] after a change in control of [removed: NewCo.][added: the Company.]

In such event, TCCC would receive a termination fee if TCCC terminated the distribution coordination agreements following a change in control of [removed: NewCo] [added: the Company] involving certain TCCC competitors, or if [removed: NewCo] [added: the Company] terminated following a change in control of [removed: NewCo,] [added: the Company] involving any third party.

The interests of TCCC may be different from or conflict with the interests of [removed: NewCo’s] [added: the Company’s] other shareholders [removed: (including current shareholders of the Company, who will receive NewCo common shares in the TCCC Transaction)] and, as a result, TCCC’s influence may result in the delay or prevention of potential actions or transactions, including a potential change of management or control of [removed: NewCo,] [added: the Company,] even if such action or transaction may be beneficial to [removed: NewCo’s] [added: the Company’s] other shareholders.

Moreover, TCCC’s ownership of a significant amount of [removed: NewCo’s] [added: the Company’s] outstanding common shares could result in downward pressure on the trading price of [removed: NewCo’s] [added: the Company’s] common shares if TCCC were to sell a large portion of its shares or as a result of the perception that such a sale might occur.

For a discussion of certain of such legislation, see “Part I, Item 1 [removed: —] [added: –] Business [removed: —] [added: –] Government Regulation.” Furthermore, additional legislation may be introduced in the United States and other countries at the federal, state, local and municipal level in respect of each of the foregoing subject areas.

The production, distribution and sale in the United States of many of our products are also currently subject to various federal and state regulations, including, but not limited to: the [removed: FFDC] [added: FD&C] Act, including as amended by the Dietary Supplement Health and Education Act of 1994; the Occupational Safety and Health Act; various environmental statutes; and various other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, labeling and ingredients of such products.

We do not believe that our products are responsible for [removed: the death of Ms. Fournier] [added: such wrongful deaths and/or injuries,] and intend to [removed: continue to] vigorously defend [removed: the] [added: each such] lawsuit.

[removed: In addition, additional product liability lawsuits have since been filed against us, containing similar allegations to those presented in the Fournier lawsuit,] [added: We believe that] each of [removed: which we believe] [added: these lawsuits] is [removed: also] without merit and would not have a material adverse effect on our financial position or results of operations in the event any damages were awarded.

An unfavorable report on the health effects of caffeine, or criticism or negative publicity regarding the caffeine content [added: and/or any other ingredients] in our products or energy drinks generally, could have an adverse effect on our business, financial condition and results of operations.

Articles critical of the caffeine content [added: and/or other ingredients] in energy drinks and/or [added: articles] indicating certain health risks of energy drinks have been published in recent years.

Our products compete with all liquid refreshments and in some cases with products of much larger and substantially better financed competitors, including the products of numerous nationally and internationally known producers such as TCCC, PepsiCo, Red Bull [removed: Gmbh,] [added: Gmbh and] the DPS [removed: Group, Kraft Foods Inc., Suntory Holdings, Ltd., Nestle Beverage Company, Tree Top and Ocean Spray.][added: Group.]

Recently, concerns have emerged regarding diet sodas and in particular, aspartame, which [removed: we do not use] [added: is contained] in [added: certain of] our [removed: beverages.][added: Strategic Brands energy drinks.]

Our gross sales to customers outside of the United States were approximately [removed: 23%,] 23% [removed: and 22%] of consolidated gross sales for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012, respectively,] [added: 2013,] and our growth strategy includes further expanding our international business.

Such events could impact the production [removed: and] [added: and/or] distribution of our products.

We [added: may] enter into forward currency exchange contracts with financial institutions to create an economic hedge to specifically manage a portion of the foreign exchange risk exposure associated with certain consolidated subsidiaries’ non-functional currency denominated assets and liabilities.

[removed: _We derive] [added: As] a [removed: substantial portion] [added: result, we now derive virtually all] of [added: our] revenues from [removed: our] energy [removed: drinks] [added: drinks,] and competitive pressure in the energy drink category could adversely affect our business and operating results._

[removed: A substantial portion] [added: Following the TCCC Transaction, virtually all] of our sales are derived from our energy drinks, including in particular our Monster Energy® brand energy drinks.

Our [removed: DSD segment, which is comprised primarily of] [added: Monster Energy® brand] energy [removed: drinks,] [added: drinks] represented [removed: 96.1%] [added: 92.5%] of net sales for the year ended December 31, [removed: 2014.][added: 2015.]

Domestically, our energy drinks compete directly with Red Bull, Rockstar, [removed: Full Throttle,] No Fear, Amp, Adrenaline Rush, [removed: NOS,] Venom, Redline, [removed: Red Devil,] Xenergy, MiO Energy, Rip It, Starbucks Double Shot, Starbucks Double Shot Energy Plus Coffee, Rockstar Roasted, 5-Hour Energy Shots, Stacker 2, VPX Redline Energy Shots and many other brands.

In addition, certain large companies such as [removed: TCCC and PepsiCo,] [added: PepsiCo] market and/or distribute products in that market [removed: segment] [added: segment,] such as Pepsi Max, Mountain Dew, Mountain Dew [removed: MDX,] [added: MDX and] Mountain Dew [removed: Kickstart and Vault.][added: Kickstart.]

Internationally, our energy drinks compete with Red Bull, Rockstar, [removed: Burn,] V-Energy, Lucozade, Adrenaline [removed: Rush, Relentless] [added: Rush] and numerous local and private label brands that usually differ from country to country, such as [removed: Play, Power Play, Mother,] Hell, Shock, Tiger, Boost, Speed, TNT, Shark, Hot 6, Shark Energy, [removed: Nalu,] Battery, Bullit, Flash Up, Black, Non-Stop, Bomba, Semtex, Vive 100, Dark Dog, Speed, Guaraná, [removed: Ultra, Sting] [added: Sting, M-150, Lipovitan, Bacchus, Bolt, Mr. Big] and a host of other international brands.

In addition, there are limited alternative packing facilities in our domestic and international markets with adequate capacity and/or suitable equipment for many of our products, including our Monster Energy® brand energy drinks, our [removed: Peace Tea® product line, our Hansen’s® brand energy drinks, our aseptic juice products, our Hubert’s® Lemonades, our] Muscle Monster® product line, our Java Monster® product line and certain of our other products.

_We rely on bottlers and distributors to distribute our [removed: DSD segment] products.

Many of our [removed: bottlers and distributors] [added: bottlers/distributors] are affiliated with and manufacture and/or distribute other soda, carbonated and non-carbonated brands and other beverage products (both alcoholic and [removed: non-alcoholic), including energy drinks.][added: non-alcoholic).]

The TCCC North American Bottlers, [removed: New CCE,] [added: CCE and] Coca-Cola Hellenic [removed: and the AB Distributors] are our primary domestic and international distributors of our [removed: Monster Energy®] products.

_Following the TCCC Transaction, the Company no longer competes with TCCC in the non-energy drink category.

_Following the TCCC Transaction, in certain markets the Company owns multiple potentially competing brands in the energy drink category._

As a result of the TCCC Transaction, in certain markets we have acquired additional brands in the energy drink category.

We may encounter difficulties managing different and potentially competing brands in such shared markets, which could adversely impact our business and the trading price of our common stock.

TCCC also nominated two directors to the Company’s board of directors.

We have been named as a defendant in product liability lawsuits which allege that consumption of our products has been responsible for wrongful deaths and/or injuries.

Immediately following the consummation of the TCCC Transaction, TCCC owned approximately 16.7% of our common stock.

_We may be required to record a significant charge to earnings if our goodwill or intangible assets become impaired._

Under GAAP, we are required to review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

Factors that may be considered a change in circumstances indicating that the carrying value of our intangible assets may not be recoverable include a decline in stock price and market capitalization, and slower growth rates in our industry.

We may be required to record a significant charge to earnings in our financial statements during the period in which we determine that our intangible assets have been impaired.

Any such charge would adversely impact our results of operations.

As of December 31, 2015, our goodwill totaled approximately $1,279.7 million and our intangible assets totaled approximately $428.0 million.

_The failure to transition the distribution of our products to TCCC’s distribution network in a timely manner could reduce and/or delay the expected benefits of the TCCC Transaction._

If the expected transition of the U.S. distribution rights to TCCC’s distribution network described above is not completed in a full, timely and/or efficient manner, the expected benefits of the new distribution arrangements could be reduced and/or delayed.

In this regard, we have been informed that approximately 64 AB Distributors are challenging our right to terminate their distribution agreements in accordance with the express terms of such distribution agreements.

We have filed separate arbitration demands against each of these parties seeking declarations of our rights, including our right to terminate the applicable distribution agreements in accordance with their terms.

We have also filed an action in the United States District Court, Central District of California, against these parties to enforce each of their respective obligations to arbitrate any disputes arising under such distribution agreements.

We believe the independent distributors’ allegations are without merit.

We expect to incur costs associated with transition of distribution which we currently estimate at $280.0 million.

The final amount of those costs could be different and such differences could be material.

In addition, under the TCCC Transaction Agreements, up to $625.0 million of the net $2.15 billion cash payment to be paid to us by TCCC will be held in escrow, subject to release upon achievement of milestones relating to the transition of distribution rights to TCCC’s distribution network.

A failure to meet those milestones would result in a decrease in, and/or delay of, the cash payment.

In connection with the TCCC Transaction, each outstanding share of the Company’s common stock will be converted into one share of NewCo’s common stock.

_The TCCC Transaction may not be completed or may be delayed, and even if the TCCC Transaction is successfully completed, the anticipated benefits to the Company’s stockholders may not be realized._

The completion of the TCCC Transaction is subject to certain customary conditions.

The Company or TCCC may be unable to satisfy the conditions required to complete the transaction, and there is no assurance that the TCCC Transaction will be completed on a timely basis or at all.

If the TCCC Transaction is not completed, we will nonetheless bear significant transaction costs.

In addition, the current market price of our stock may reflect an assumption that the TCCC Transaction will occur, and failure to complete the TCCC Transaction could result in a decline in our stock price.

The failure of the TCCC Transaction to be completed may also result in negative publicity and/or a negative impression of the Company in the investment community and may affect our relationship with customers and other partners.

In 2012, we were named as a defendant in a product liability lawsuit, which alleged that the consumption of two 24-ounce cans of Monster Energy® over the course of two days, caused the wrongful death of a fourteen year old girl (Anais Fournier) in December 2011.

A number of companies who market and distribute iced teas, juice cocktails and enhanced waters in different packages, such as 16- and 20-ounce glass and plastic bottles, including Sobe, Sobe Life Water, Snapple, Arizona, Fuse, Ocean Spray, Honest Tea, Gold Peak Tea, Activate, Neuro and Vitamin Water, have added dietary ingredients to their products with a view to marketing their products as “functional” or energy beverages or as having “functional” benefits.

However, in February 2015, in accordance with its existing agreements with the applicable third-party distributors, the Company sent notices of termination to the majority of the AB Distributors in the U.S. for the termination of their respective distribution agreements, to be effective at various dates beginning in March 2015.

The associated distribution rights will be transitioned to TCCC’s network of owned or controlled bottlers/distributors and independent bottling and distribution partners as of the effective date of termination of the AB Distributors’ rights in the applicable territories (see Note 8 “Distribution Agreements” in the notes to consolidated financial statements).

We continually seek to expand and/or improve the distribution of our products by entering into agreements with regional bottlers and/or other direct store delivery distributors having established sales, marketing and distribution organizations.

_Our customers are material to our success.

If we are unable to maintain good relationships with our existing customers, our business could suffer._

Increased frequency or duration of extreme weather conditions could

However,

[removed: |] · [removed: |] _Our Business_ – a general description of our business; the value drivers of our business; and opportunities and risks facing our Company; [removed: |]

[removed: |] · [removed: |] _Results of Operations_ – an analysis of our consolidated results of operations for the three years presented in our financial statements; [removed: |]

[removed: |] · [removed: |] _Sales_ – details of our sales measured on a quarterly basis in both dollars and cases; [removed: |]

[removed: |] · [removed: |] _Inflation_ – information about the impact that inflation may or may not have on our results; [removed: |]

[removed: |] · [removed: |] _Liquidity and Capital Resources_ – an analysis of our cash flows, sources and uses of cash and contractual obligations; [removed: |]

[removed: |] · [removed: |] _Accounting Policies and Pronouncements_ – a discussion of accounting policies that require critical judgments and estimates including newly issued accounting pronouncements; [removed: |]

[removed: |] · [removed: |] _Forward-Looking Statements_ – cautionary information about forward-looking statements and a description of certain risks and uncertainties that could cause our actual results to differ materially from the Company’s historical results or our current expectations or projections; and [removed: |]

[removed: | · | _Market Risks_ – information about market risks and risk management.] (See “Forward-Looking Statements” and “Part II, Item 7A – Qualitative and Quantitative Disclosures About Market Risks”). [removed: |]

On [removed: August 14, 2014,] [added: June 12, 2015, Old Monster, now a wholly owned subsidiary of] the [removed: Company and TCCC entered into] [added: Company, completed the transactions contemplated by the] definitive agreements [added: entered into with TCCC on August 14, 2014, which provided] for the TCCC Transaction.

We develop, [removed: market,] [added: market] sell and distribute [removed: “alternative” beverage category] [added: energy drink] beverages [added: and/or concentrates for energy drink beverages,] primarily under the following brand names:

| · [removed: |] Monster Energy® | [removed: |] · [removed: | Hansen’s®] [added: Nalu®] |

| · [removed: |] Monster Energy Extra Strength Nitrous Technology® | [removed: |] · [removed: | Junior Juice®] [added: Full Throttle®] |

| · [removed: |] Java Monster® | [removed: |] · [removed: | Blue Sky®] [added: Burn®] |

| · [removed: |] Muscle Monster® | [removed: |] · [removed: | Hubert’s®] [added: Mother®] |

Our Monster Energy® [added: brand energy] drinks, which represented [removed: 93.3%, 92.5%] [added: 92.5%, 93.9%] and [removed: 92.3%] [added: 93.2%] of our net sales for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively, primarily include the following:

| · [removed: |] Monster Energy® | [removed: |] · [removed: |] Java Monster® Kona Blend |

| · [removed: |] Lo-Carb Monster Energy® | [removed: |] · [removed: |] Java Monster® Loca Moca® |

| · [removed: |] Monster Assault® | [removed: |] · [removed: |] Java Monster® Mean Bean® |

| · [removed: |] Juice [removed: Monster™] [added: Monster®] Khaos® | [removed: |] · [removed: |] Java Monster® Vanilla Light |

| · [removed: |] Juice [removed: Monster™] [added: Monster®] Ripper® | [removed: |] · [removed: |] Java Monster® Irish Blend® |

| · [removed: |] Monster Energy® Absolutely Zero | [removed: |] · [removed: | Java Monster® Cappuccino] [added: Mega Monster Energy®] |

| · [removed: · |] Monster Energy® Import [added: ·] Punch Monster® Baller’s [removed: Blend] [added: Blend®] (formerly Dub Edition) | [removed: |] · [removed: |] Monster Energy Extra Strength Nitrous Technology® Super Dry™ |

| · [removed: · |] Punch Monster® Mad Dog (formerly Dub Edition) [added: ·] Monster Rehab® Tea + Lemonade + Energy | [removed: |] · [removed: |] Monster Energy Extra Strength Nitrous Technology® Anti-Gravity® |

| · [removed: |] Monster Rehab® [removed: Rojo] [added: Raspberry] Tea + Energy [removed: |] [added: (formerly Rojo)] | · [removed: |] [added: M3®] Monster [removed: Cuba-Lima®] [added: Energy® Super Concentrate] |

| · [removed: |] Monster Rehab® Green Tea + Energy | [removed: |] · [removed: |] Monster Energy® Zero Ultra |

| · [removed: |] Monster Rehab® Tea + Orangeade + Energy | [removed: |] · [removed: |] Monster Energy® Ultra Blue™ |

| · [removed: |] Monster Rehab® Tea + Pink Lemonade + Energy | [removed: |] · [removed: |] Monster Energy® Ultra Red™ |

| · [removed: |] Muscle Monster® Vanilla | [removed: |] · [removed: |] Monster Energy® Ultra [removed: Black™] [added: Sunrise®] |

| · [removed: |] Muscle Monster® Chocolate | [removed: |] · [removed: |] Monster Energy® Ultra [removed: Sunrise™] [added: Citron™] |

| · [removed: |] Muscle Monster® Strawberry [removed: | |] · [added: Muscle Monster® Banana · Monster Ghost™ M-100™ · Monster Phantom™ M-100™] | [added: · Monster Energy® Unleaded® ·] Übermonster® Energy Brew™ [added: · Monster Energy® Valentino Rossi] |

[removed: |] · [removed: |] Monster Energy® Ultra [removed: Black™,] [added: Citron™,] a carbonated energy drink which contains zero calories and zero [removed: sugar, launched as a summer promotion with 7-eleven (July 2014). |][added: sugar (January 2015).]

Those products or product lines discontinued [removed: in 2014,] [added: during the year ended December 31, 2015 (other than those disposed of as part of the TCCC Transaction),] either individually or in aggregate, did not have a material adverse impact on our financial position, results of operations or liquidity.

Our [removed: gross] [added: net] sales of [removed: $2,827.1] [added: $2,722.6] million for the year ended December 31, [removed: 2014] [added: 2015] represented record annual [added: net] sales.

The vast majority of our [removed: gross] [added: net] sales are derived from our Monster Energy® brand energy drinks.

[removed: Gross] [added: Net] sales of our Monster Energy® brand energy drinks were [removed: $2,649.3] [added: $2,518.5] million for the year ended December 31, [removed: 2014,] [added: 2015,] an increase of [removed: $236.9] [added: $204.0] million, or [removed: 98.5%] [added: 79.2%] of our overall increase in [removed: gross] [added: net] sales for the year ended December 31, [removed: 2014.][added: 2015.]

Any decrease in [removed: gross] [added: net] sales of our Monster Energy® brand energy drinks could have a significant adverse effect on our future revenues and net income.

[removed: Our DSD segment represented 96.1%, 95.6%] [added: The TCCC Subsidiaries accounted for approximately 42%, 29%] and [removed: 95.4%] [added: 29%] of our [removed: consolidated] net sales for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.

[removed: Our Warehouse segment represented 3.9%, 4.4% and 4.6% of our consolidated] [added: There were no] net sales for the [added: Concentrate segment for the] years ended December 31, [removed: 2014, 2013] [added: 2014] and [removed: 2012, respectively.][added: 2013.]

We also support our brands with prize promotions, price promotions, competitions, endorsements from selected public and sports figures, [added: personality endorsements (including from television and other well-known sports personalities), sampling and sponsorship of selected causes, events, athletes and teams.]

Gross sales to customers outside the United States amounted to [removed: $657.9] [added: $713.2] million, [removed: $580.6] [added: $657.9] million and [removed: $513.9] [added: $580.6] million for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.

· _Market Risks_ – information about market risks and risk management.

Also, on June 12, 2015, Old Monster effected the Holding Company Reorganization, and the Company changed its name from New Laser Corporation to “Monster Beverage Corporation.”

In the Holding Company Reorganization, each Old Monster common share, par value $0.005 per share, outstanding immediately prior to consummation of the Holding Company Reorganization (other than any Old Monster common shares owned by Old Monster immediately prior to the closing of the TCCC Transaction, which were cancelled) was converted automatically into the right to receive one Company common share, par value $0.005 per share.

In addition, upon consummation of the Holding Company Reorganization:

· each unexercised and unexpired stock option then outstanding under any equity compensation plan of Old Monster, whether or not then exercisable, ceased to represent a right to acquire Old Monster common shares and was converted automatically into a right to acquire the same number of Company common shares, on the same terms and conditions as were applicable under such Old Monster stock option; and

· each share of restricted stock and each restricted stock unit of Old Monster granted under all outstanding equity compensation plans ceased to represent or relate to Old Monster common shares and was converted automatically to represent or relate to Company common shares, on the same terms and conditions as were applicable to such Old Monster restricted stock and restricted stock units (including the vesting or other lapse restrictions (without acceleration thereof by virtue of the Holding Company Reorganization and the TCCC Transaction)).

Promptly following the effective time of the Holding Company Reorganization, Old Monster assigned to the Company all obligations of Old Monster under Old Monster’s equity compensation plans and each stock option agreement, restricted stock award agreement, restricted stock unit award agreement and any similar agreement entered into pursuant to such equity compensation plans.

In addition, all obligations of Old Monster under any employment agreements and indemnification agreements were assigned to the Company.

Immediately after the effective time of the Holding Company Reorganization, (1) the Company issued to TCCC the New Issuance and TCCC appointed two individuals to the Company’s Board of Directors, (2) TCCC transferred all of its rights in and to KO Energy to the Company, (3) Old Monster transferred all of its rights in and to Monster Non-Energy to TCCC, (4) the Company and TCCC amended the distribution coordination agreements previously existing between them to govern the transition of third parties’ rights to distribute the Company’s energy products in most territories in the U.S. to members of TCCC’s distribution network, which consists of owned or controlled bottlers/distributors and independent bottlers/distributors, and (5) TCCC and one of its subsidiaries made an aggregate net cash payment to the Company of $2.15 billion, $125.0 million of which is currently held in escrow as described below pursuant to the Escrow Agreement, subject to release upon the achievement of milestones relating to the transition of distribution rights to TCCC’s distribution network.

On the one-year anniversary of the closing of the TCCC Transaction, the then-remaining escrow amount, less an amount sufficient to cover any unresolved claims, will be released to TCCC.

Any amount described above that becomes payable following the one-year anniversary will be paid directly from TCCC to the Company.

As of February 29, 2016, distribution rights in the U.S. representing approximately 89% of the target case sales have been transitioned to TCCC’s distribution network.

As a result, $125 million is currently held in escrow.

The Company expects to transition sufficient additional distribution rights to result in the release of all remaining amounts held in escrow.

Therefore, the Company believes that achievement of the milestones is probable.

In accordance with ASC No. 420 “Exit or Disposal Cost Obligations”, the Company expenses distributor termination costs in the period in which the written notification of termination occurs.

As a result, the Company incurred termination amounts of $224.0 million, ($0.2) million and $10.8 million for the year ended December 31, 2015, 2014 and 2013, respectively, related to distribution rights transferred.

Such termination amounts have been expensed in full and are included in operating expenses for the years ended December 31, 2015, 2014 and 2013.

In addition, the Company recognized as income $39.8 million in the first quarter of 2015, related to the accelerated amortization of the deferred revenue balances associated with certain of the Company’s prior distributors who were sent notices of termination during the first quarter of 2015.

The following table summarizes the selected items discussed above for the years ended December 31, 2015, 2014 and 2013:

| Income Statement Items (in thousands): | | 2015 | | | 2014 | | | 2013 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | |

| Included in Net Sales: | | | | | | | | | | |

| Accelerated recognition of deferred revenue | | $ | 39,761 | | $ | \- | | $ | \- | |

| | | | | | | | | | | |

| Included in Operating Expenses: | | | | | | | | | | |

| Distributor termination costs | | 224,000 | | | (157) | | | 10,754 | | |

| TCCC Transaction expenses | | 15,496 | | | 4,824 | | | \- | | |

| | | | | | | | | | | |

| Gain on sale of Monster Non-Energy | | 161,470 | | | \- | | | \- | | |

| | | | | | | | | | | |

| Net Impact on Operating Income | | $ | (38,265) | | $ | (4,667) | | $ | (10,754) | |

| · Monster Rehab® | · NOS® |

| · Mega Monster Energy® | · Ultra® |

| · Punch Monster® | · Play® and Power Play® |

| · Juice Monster® | · Gladiator® |

| · M3® | · Relentless® |

| · Übermonster® | · Samurai® |

| · BU® | · BPM® |

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Pursuant to the TCCC Transaction Agreements, the Company will reorganize into a new holding company by merging Merger Sub into the Company, with the Company surviving as a wholly owned subsidiary of NewCo.

In the merger, each outstanding share of the Company’s common stock will be converted into one share of NewCo’s common stock.

Subject to the terms and conditions of the TCCC Transaction Agreements, upon the closing of the TCCC Transaction, (1) NewCo will issue to TCCC newly issued shares of common stock representing approximately 16.7% of the total number of shares of issued and outstanding NewCo common stock (after giving effect to the new issuance) and TCCC will have the right to nominate two individuals (reduced to one upon the earlier of (i) 36 months after the closing of the TCCC Transaction and (ii) TCCC’s equity interest in NewCo exceeding 20% of the outstanding shares of NewCo common stock) to NewCo’s Board of Directors, (2) TCCC will transfer its global energy drink business (including the NOS®, Full Throttle®, Burn®, Mother®, Play® and Power Play®, and Relentless® brands) to

NewCo, and the Company will transfer its non-energy drink business (including Hansen’s® Natural Sodas, Peace Tea®, Hubert’s® Lemonade and Hansen’s® Juice Products) to TCCC, (3) the Company and TCCC will amend their current distribution coordination agreements, which will contemplate expanding distribution of the Company’s products into additional territories pursuant to long-term distribution agreements with TCCC’s network of owned or controlled bottlers/distributors and independent bottling and distribution partners, and (4) TCCC will make a net cash payment of $2.15 billion to the Company (up to $625.0 million of which will be held in escrow, subject to release upon achievement of milestones relating to the transfer of distribution rights).

The waiting period under the HSR Act with respect to the TCCC Transaction expired on October 15, 2014, and all necessary approvals or consents from foreign antitrust authorities have been obtained.

The closing of the transaction is subject to customary closing conditions and is expected to close in the second quarter of 2015.

| --- | --- | --- | --- | --- |

| · | Monster Rehab® | | · | Hansen’s Natural Cane Soda® |

| · | Punch Monster® | | · | Peace Tea® |

| --- | --- | --- | --- | --- |

| · | Muscle Monster® Coffee | | · | Monster Energy® Unleaded |

| · | Muscle Monster® Peanut Butter Cup | | · | M3® Monster Energy® Super Concentrate |

| · | Monster Energy® Valentino Rossi | | | |

We have two operating and reportable segments, namely Direct Store Delivery (“DSD”), the principal products of which comprise energy drinks, and Warehouse (“Warehouse”), the principal products of which comprise juice-based and soda beverages.

The DSD segment develops, markets and sells products primarily through an exclusive distributor network, whereas the Warehouse segment develops, markets and sells products primarily direct to retailers.

Following the consummation of the TCCC Transaction, the Company anticipates that it will have two operating and reporting segments: Concentrate, the principal products of which will likely include the various energy drink brands transferred to the Company from TCCC, and Finished Products, the principal products of which will likely include the Company’s Monster Energy® drink products that currently make up the majority of the DSD segment.

During the year ended December 31, 2014, we continued to expand our existing product lines and flavors and further developed our markets.

In particular, we continued to focus on developing and marketing beverages that fall within the category generally described as the “alternative” beverage category.

During the year ended December 31, 2014, we introduced the following products:

| · | Punch Monster® Baller’s Blend (formerly Dub Edition) (January 2014). |

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| · | Punch Monster® Mad Dog (formerly Dub Edition) (January 2014). |

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| · | Peace Tea Beverage Company™ Viva Mango™, a mango flavored juice drink (February 2014). |

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| · | Monster Energy® Valentino Rossi, a carbonated energy drink (May 2014). |

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| · | Hubert’s® Organic Lemonade, a line of certified organic lemonades in a variety of flavors (May 2014). |

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| · | Monster Energy® Unleaded, a carbonated energy drink which contains no caffeine (August 2014). |

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| · | Monster Energy® Ultra Sunrise™, a carbonated energy drink which contains zero calories and zero sugar (September 2014). |

The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which we are exposed are fluctuations in commodity prices affecting the costs of our raw materials (including, but not limited to, increases in the costs of juice concentrates, increases in the price of aluminum for cans, [removed: resin for PET plastic bottles,] as well as cane sugar and other sweeteners, glucose, sucrose, milk, cream and protein, all of which are used in some or many of our products), fluctuations in energy and fuel prices, and limited availability of certain raw materials.

Our gross sales to customers outside of the United States were approximately 23% of consolidated gross sales for [removed: both] the years ended December 31, [removed: 2014] [added: 2015] and [removed: 2013.][added: 2014.]

During the year ended December 31, [removed: 2014,] [added: 2015,] we entered into forward currency exchange contracts with financial institutions to create an economic hedge to specifically manage a portion of the foreign exchange risk exposure associated with certain consolidated subsidiaries’ non-functional currency denominated assets and liabilities.

All foreign currency exchange contracts entered into by us as of December 31, [removed: 2014] [added: 2015] have terms of one month or less.

Therefore, gains and losses on our foreign currency exchange contracts are recognized in [removed: interest and] other [removed: (expense) income,] [added: expense,] net, in the consolidated statements of income, and are largely offset by the changes in the fair value of the underlying economically hedged item.

We do not consider the potential loss resulting from a hypothetical 10% adverse change in quoted foreign currency exchange rates as of December 31, [removed: 2014] [added: 2015] to be significant.

As of December 31, [removed: 2014,] [added: 2015,] we had [removed: $370.3] [added: $2,175.4] million in cash and cash equivalents and [removed: $824.1] [added: $760.0] million in short-term and long-term investments including U.S. treasuries, certificates of deposit and municipal securities which may have an auction reset feature.

At the current time, we are not increasing our investments in auction rate securities.

When this report uses the words [removed: “Monster Energy Company”, “Monster”, “Hansen”, “Hansen Natural Corporation”, “Hansen Beverage Company”,] “the [removed: Company”,] [added: Company”] “we”, “us”, and “our”, these words refer to Monster Beverage Corporation and its subsidiaries, unless the context otherwise requires.

[removed: _Acquisitions] [added: Acquisitions] and [removed: Divestitures_][added: Divestitures]

On [removed: August 14, 2014,] [added: June 12, 2015, Old Monster, now a wholly owned subsidiary of] the [removed: Company and] [added: Company, completed the transactions contemplated by the definitive agreements entered into with] The Coca-Cola Company (“TCCC”) [removed: entered into definitive agreements] [added: on August 14, 2014, which provided] for a long-term strategic relationship in the global energy drink category (the “TCCC Transaction”).

[removed: Subject to the terms and conditions of the TCCC Transaction Agreements, upon] [added: Immediately after] the [removed: closing] [added: effective time] of the [removed: TCCC Transaction,] [added: Holding Company Reorganization,] (1) [removed: NewCo will issue] [added: the Company issued] to TCCC [added: 34,040,534] newly issued [removed: shares of] [added: Company] common [removed: stock] [added: shares] representing approximately 16.7% of the total number of [removed: shares of issued and] outstanding [removed: NewCo] [added: Company] common [removed: stock] [added: shares] (after giving effect to [removed: the new] [added: such] issuance) [added: (the “New Issuance”)] and TCCC [removed: will have the right to nominate] [added: appointed] two individuals [removed: (reduced] to [removed: one upon] the [removed: earlier of (i) 36 months after the closing of the TCCC Transaction and (ii) TCCC’s equity interest in NewCo exceeding 20% of the outstanding shares of NewCo common stock) to NewCo’s] [added: Company’s] Board of Directors, (2) TCCC [removed: will transfer] [added: transferred all of] its [removed: global] [added: rights in and to TCCC’s worldwide] energy drink business [removed: (including the] [added: (“KO Energy”) including] NOS®, Full Throttle®, Burn®, Mother®, [removed: Play® and] [added: Play®,] Power [removed: Play®] [added: Play®, Relentless®, Nalu®] and [removed: Relentless® brands)] [added: other brands (the “Strategic Brands”)] to [removed: NewCo, and] the [removed: Company will transfer] [added: Company, (3) Old Monster transferred all of] its [added: rights in and to its] non-energy drink business [removed: (including Hansen’s® Natural Sodas, Peace Tea®, Hubert’s® Lemonade and Hansen’s® Juice Products)] [added: (“Monster Non-Energy”)] to TCCC, [removed: (3)] [added: (4)] the Company and TCCC [removed: will amend their current] [added: amended the] distribution coordination [removed: agreements, which will contemplate expanding distribution] [added: agreements previously existing between them to govern the transition] of [added: third parties’ rights to distribute] the Company’s [added: energy] products [removed: into additional] [added: in most] territories [removed: pursuant] [added: in the U.S.] to [removed: long-term distribution agreements with] [added: members of] TCCC’s [removed: network] [added: distribution network, which consists] of owned or controlled bottlers/distributors and independent [removed: bottling and distribution partners,] [added: bottlers/distributors,] and [removed: (4)] [added: (5)] TCCC [removed: will make a] [added: and one of its subsidiaries made an aggregate] net cash payment [removed: of $2.15 billion] to the Company [removed: (up to $625.0] [added: of $2.15 billion, $125.0] million of which [removed: will be] [added: is currently] held in escrow, subject to release upon [added: the] achievement of milestones relating to the [removed: transfer] [added: transition] of distribution [removed: rights).][added: rights to TCCC’s distribution network.]

We develop, market, sell and distribute [removed: “alternative” beverage category] [added: energy drink] beverages [added: and/or concentrates for energy drink beverages,] primarily under the following brand names:

| · Monster Energy® | [removed: |] · [removed: Hansen’s®] [added: Nalu®] |

| · Monster Energy Extra Strength Nitrous Technology® | [removed: |] · [removed: Junior Juice®] [added: Full Throttle®] |

| · Java Monster® | [removed: |] · [removed: Blue Sky®] [added: Burn®] |

| · Muscle Monster® | [removed: |] · [removed: Hubert’s®] [added: Mother®] |

| · Juice [removed: Monster™ |] [added: Monster®] | [added: · Gladiator®] |

Our Monster Energy® brand energy drinks, which represented [removed: 93.3%, 92.5%] [added: 92.5%, 93.9%] and [removed: 92.3%] [added: 93.2%] of our net sales for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively, primarily include the following:

| · Juice [removed: Monster™] [added: Monster®] Khaos® | · Java Monster® Vanilla Light |

| · Juice [removed: Monster™] [added: Monster®] Ripper® | · Java Monster® Irish Blend® |

| · Monster Energy® Absolutely Zero | · [removed: Java Monster® Cappuccino] [added: Mega Monster Energy®] |

| · Monster Energy® Import · Punch Monster® Baller’s [removed: Blend] [added: Blend®] (formerly Dub Edition) | · Monster Energy Extra Strength Nitrous Technology® Super Dry™ |

| · Monster Rehab® [removed: Rojo] [added: Raspberry] Tea + Energy [added: (formerly Rojo)] | · [added: M3®] Monster [removed: Cuba-Lima®] [added: Energy® Super Concentrate] |

| · Muscle Monster® Vanilla | · Monster Energy® Ultra [removed: Black™] [added: Sunrise®] |

| · Muscle Monster® Chocolate | · Monster Energy® Ultra [removed: Sunrise™] [added: Citron™] |

| · Muscle Monster® [removed: Coffee] [added: Strawberry] | · Monster Energy® [removed: Unleaded] [added: Unleaded®] |

| · Muscle Monster® [removed: Strawberry] [added: Banana] | · Übermonster® Energy Brew™ |

| · Monster [added: Ghost™ M-100™ | · Monster] Energy® Valentino Rossi | [removed: |]

According to Beverage Marketing Corporation, domestic U.S. wholesale sales in [removed: 2014] [added: 2015] for the “alternative” beverage category of the market are estimated at approximately [removed: $38.8] [added: $42.5] billion, representing an increase of approximately [removed: 5.1%] [added: 9.6%] over the estimated domestic U.S. wholesale sales in [removed: 2013] [added: 2014] of approximately [removed: $36.9 billion (revised from a previously reported estimate of $37.7 billion).][added: $38.8 billion.]

FJC retained the right to market and sell fresh non-pasteurized juices under the [removed: Hansen’s] [added: Hansen’s®] trademark.

HFI expanded its product line from juices to include [added: Hansen’s Natural Soda® brand sodas.]

Under our ownership, the [removed: Hansen] [added: Hansen’s®] beverage business [removed: has] significantly expanded [removed: and includes] [added: to include] a wide range of beverages within the growing “alternative” beverage category including, in particular, energy drinks.

Corporate and unallocated amounts that do not relate to [removed: the DSD or Warehouse segments] [added: a reportable segment] specifically, have been allocated to “Corporate and Unallocated.” Our [removed: DSD] [added: Finished Products] segment represented [removed: 96.1%, 95.6%] [added: 92.5%, 93.9%] and [removed: 95.4%] [added: 93.2%] of our consolidated net sales for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012,] [added: 2013,] respectively.

Our [removed: Warehouse] [added: Other] segment represented [removed: 3.9%, 4.4%] [added: 2.2%, 6.1%] and [removed: 4.6%] [added: 6.8%] of our consolidated net sales for the years ended December 31, [removed: 2014, 2013] [added: 2015 (effectively through June 12, 2015), 2014] and [removed: 2012,] [added: 2013,] respectively.

For financial information about our reporting segments and geographic areas, refer to Note [removed: 17] [added: 18] of Notes to the Consolidated Financial Statements set forth in “Part II, Item 8 – Financial Statements and Supplementary Data” of this report, incorporated herein by reference.

[removed: 2014] [added: 2015] Product Introductions

During [removed: 2014,] [added: 2015,] we continued to expand our existing [removed: product lines and flavors] [added: energy drink portfolio] and further develop our distribution markets.

· Monster Energy® Ultra [removed: Black™,] [added: Citron™,] a carbonated energy drink which contains zero calories and zero [removed: sugar, launched as a summer promotion with 7-eleven (July 2014).][added: sugar (January 2015).]

Those products or product lines discontinued in [removed: 2014,] [added: 2015 (other than those disposed of as part of the TCCC Transaction),] either individually or in aggregate, did not have a material adverse impact on our financial position, results of operations or liquidity.

Products – [removed: DSD] [added: Finished Products] Segment

We [removed: primarily] offer the following [removed: products] [added: energy drinks] under the Monster Energy® drink product line: Monster Energy®, Lo-Carb Monster Energy®, Monster Assault®, Juice [removed: Monster™] [added: Monster®] Khaos®, Juice [removed: Monster™] [added: Monster®] Ripper®, [added: Juice Monster® Pipeline Punch™,] Monster Energy® Absolutely Zero, Monster Energy® Import, Punch Monster® Baller’s [removed: Blend (formerly Dub Edition),] [added: Blend®,] Punch Monster® Mad [removed: Dog (formerly Dub Edition),] [added: Dog, Monster Ghost™ M-100™, Monster Phantom™ M-100™, Mega Monster Energy®,] M3® Monster Energy® Super Concentrate energy drinks, Übermonster® Energy Brew™, Monster Energy® Zero Ultra, Monster Energy® Ultra [removed: Blue,] [added: Blue™,] Monster Energy® Ultra [removed: Red,] [added: Red™,] Monster Energy® Ultra Black™, Monster Energy® Ultra [removed: Sunrise™,] [added: Sunrise®,] Monster Energy® [removed: Valentino Rossi,] [added: Ultra Citron™,] Monster Energy® [removed: Unleaded,] [added: Unleaded®] and Monster [removed: Cuba-Lima®.][added: Energy® Valentino Rossi.]

We offer the following [removed: products] [added: coffee + energy drinks] under the Java Monster® product line: Java Monster® Kona Blend, Java Monster® Loca Moca®, Java Monster® Mean Bean®, Java Monster® Vanilla Light, Java Monster® Irish Blend® and Java Monster® Cappuccino.

We offer the following [removed: products] [added: energy shakes] under the Muscle Monster® Energy Shake product line: [removed: Chocolate,] Vanilla, [removed: Coffee,] [added: Chocolate,] Strawberry and [removed: Peanut Butter Cup.][added: Banana.]

We offer the following [removed: products] [added: energy drinks] under the Monster Energy Extra Strength Nitrous Technology® product line: Super Dry™ and Anti Gravity®.

We offer the following [removed: products] [added: tea + energy drinks] under the Monster Rehab® drink line: Monster Rehab® Tea + Lemonade + Energy, Monster Rehab® [removed: Rojo] [added: Raspberry] Tea + Energy, Monster Rehab® Green Tea + Energy, Monster Rehab® Tea + Orangeade + [removed: Energy and] [added: Energy,] Monster Rehab® Tea + Pink Lemonade + [added: Energy and Monster Rehab Peach® Tea +] Energy.

[removed: Other:][added: | Other | | 1% | | 2% | | 2% | |]

Products – [removed: Warehouse] [added: Concentrate] Segment

As a result of the TCCC Transaction (as defined and described below), Monster Beverage 1990 Corporation (formerly Monster Beverage Corporation) (“Old Monster”) effected a holding company reorganization on June 12, 2015, pursuant to which it became a wholly owned subsidiary of New Laser Corporation, which then changed its name to “Monster Beverage Corporation”.

Also, on June 12, 2015, Old Monster effected a holding company reorganization in connection with the TCCC Transaction by merging New Laser Merger Corp., a wholly owned subsidiary of the Company into Old Monster, with Old Monster surviving as a wholly owned subsidiary of the Company (the “Holding Company Reorganization”), and the Company changed its name from New Laser Corporation to “Monster Beverage Corporation.”

In the Holding Company Reorganization, each Old Monster common share, par value $0.005 per share, outstanding immediately prior to consummation of the Holding Company Reorganization (other than any Old Monster common shares owned by Old Monster immediately prior to the closing of the TCCC Transaction, which were cancelled) was converted automatically into the right to receive one Company common share, par value $0.005 per share.

In addition, upon consummation of the Holding Company Reorganization:

· each unexercised and unexpired stock option then outstanding under any equity compensation plan of Old Monster, whether or not then exercisable, ceased to represent a right to acquire Old Monster common shares and was converted automatically into a right to acquire the same number of Company common shares, on the same terms and conditions as were applicable under such Old Monster stock option; and

· each share of restricted stock and each restricted stock unit of Old Monster granted under all outstanding equity compensation plans ceased to represent or relate to Old Monster common shares and was converted automatically to represent or relate to Company common shares, on the same terms and conditions as were applicable to such Old Monster restricted stock and restricted stock units (including the vesting or other lapse restrictions (without acceleration thereof by virtue of the Holding Company Reorganization and the TCCC Transaction)).

Promptly following the effective time of the Holding Company Reorganization, Old Monster assigned to the Company all obligations of Old Monster under Old Monster’s equity compensation plans and each stock option agreement, restricted stock award agreement, restricted stock unit award agreement and any similar agreement entered into pursuant to such equity compensation plans.

In addition, all obligations of Old Monster under any employment agreements and indemnification agreements were assigned to the Company.

On the one-year anniversary of the closing of the TCCC Transaction, the then-remaining escrow amount, less an amount sufficient to cover any unresolved claims, will be released to TCCC.

Any amount described above that becomes payable following the one-year anniversary will be paid directly from TCCC to the Company.

As of February 29, 2016, distribution rights in the U.S. representing approximately 89% of the target case sales have been transitioned to TCCC’s distribution network.

As a result, $125 million is currently held in escrow.

The Company expects to transition sufficient additional distribution rights to release all remaining amounts held in escrow.

Therefore, the Company believes that achievement of the milestones is probable.

In accordance with ASC No. 420 “Exit or Disposal Cost Obligations”, the Company expenses distributor termination costs in the period in which the written notification of termination occurs.

As a result, the Company incurred termination amounts of $224.0 million for the year ended December 31, 2015 related to the distribution rights transferred to TCCC’s distribution network.

Such termination amounts have been expensed in full and are included in operating expenses for the year ended December 31, 2015.

In addition, the Company recognized as income $39.8 million in the first quarter of 2015, related to the accelerated amortization of the deferred revenue balances associated with certain of the Company’s prior distributors who were sent notices of termination during the first quarter of 2015.

In the second quarter of 2015, as a result of the acquisitions and divestitures in connection with the TCCC Transaction, the Company revised its reportable segments to reflect management’s current view of the business and to align its external financial reporting with its new operating and internal financial reporting model.

Historical segment information has been revised to reflect the effect of this change.

We have three operating and reportable segments, (i) Finished Products, which is comprised of our Monster Energy® drink products (previously comprising the majority of the former Direct Store Delivery segment) (“Finished Products”), (ii) Concentrate, the principal products of which include the supply of concentrates for the Strategic Brands energy drinks acquired from TCCC (“Concentrate”) and (iii) Other, the principal products of which include the brands disposed of as a result of the TCCC Transaction (previously comprising the majority of the former Warehouse segment and the Peace Tea® brand) (“Other”).

Our Concentrate segment represented 5.3% of our consolidated net sales for the year ended December 31, 2015 (effectively from June 12, 2015).

Our Finished Products segment generates net operating revenues by selling ready-to-drink packaged energy drinks to full service beverage distributors, retail grocery and specialty chains, wholesalers, club stores, drug chains, mass merchandisers, convenience chains, health food distributors, food service customers and the military.

Our Concentrate segment generates net operating revenues by selling “concentrates” and/or “beverage bases” to authorized bottling and canning operations.

Such bottlers generally combine the concentrates and/or beverage bases with sweeteners and water, which are then filled in authorized containers bearing the Company’s respective trademarks and sold to customers directly (or in some cases through wholesalers or other bottlers).

Generally, the Finished Products segment generates higher per case net operating revenues, but lower per case gross profit margins than the Concentrate segment.

| · Monster Rehab® | · NOS® |

| · Mega Monster Energy® | · Ultra® |

| · Punch Monster® | · Play® and Power Play® |

| · M3® | · Relentless® |

| · Übermonster® | · Samurai® |

| · BU® | · BPM® |

| --- | --- |

| · Juice Monster® Pipeline Punch™ | · Java Monster® Cappuccino |

| · Monster Rehab® Peach Tea + Energy | · Monster Energy® Ultra Black™ |

| · Monster Phantom™ M-100™ | |

In 2015, as part of the TCCC Transaction, we acquired the Strategic Brands from TCCC and disposed of our non-energy drink business.

During 2015, we introduced the following Monster Energy® brand energy drink products, in addition to the Strategic Brands acquired as part of the TCCC Transaction:

· Monster Rehab® Peach Tea + Energy (January 2015).

· Juice Monster® Pipeline Punch™ (July 2015).

Monster Beverage Corporation was incorporated in Delaware on April 25, 1990.

Our principal place of business is located at 1 Monster Way, Corona, California 92879 and our telephone number is (951) 739-6200.

As part of the TCCC Transaction, the Company, New Laser Corporation, a wholly owned subsidiary of the Company (“NewCo”), New Laser Merger Corp., a wholly owned subsidiary of NewCo (“Merger Sub”), TCCC and European Refreshments, an indirect wholly owned subsidiary of TCCC, entered into a transaction agreement, and the Company, TCCC and NewCo entered into an asset transfer agreement (together, the “TCCC Transaction Agreements”).

Pursuant to the TCCC Transaction Agreements, the Company will reorganize into a new holding company by merging Merger Sub into the Company, with the Company surviving as a wholly owned subsidiary of NewCo.

In the merger, each outstanding share of the Company’s common stock will be converted into one share of NewCo’s common stock.

The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to the TCCC Transaction expired on October 15, 2014, and all necessary approvals or consents from foreign antitrust authorities have been obtained.

The closing of the transaction is subject to customary closing conditions and is expected to close in the second quarter of 2015.

| --- | --- | --- |

| · Monster Rehab® | | · Hansen’s Natural Cane Soda® |

| · Punch Monster® | | · Peace Tea® |

| · Muscle Monster® Peanut Butter Cup | · M3® Monster Energy® Super Concentrate |

Hansen’s Natural Soda® brand sodas.

We have two operating and reportable segments, namely Direct Store Delivery (“DSD”), the principal products of which comprise energy drinks, and Warehouse (“Warehouse”), the principal products of which comprise juice-based and soda beverages.

The DSD segment develops, markets and sells products primarily through an exclusive distributor network, whereas the Warehouse segment develops, markets and sells products primarily directly to retailers.

Following the consummation of the TCCC Transaction, the Company anticipates that it will have two operating and reporting segments: Concentrate, the principal products of which will likely include the various energy drink brands transferred to the Company from TCCC, and Finished Products, the principal products of which will likely include the Company’s Monster Energy® drink products that currently make up the majority of the DSD segment.

In particular, we continued to focus on developing and marketing beverages that fall within the category generally described as the “alternative” beverage category.

During 2014, we introduced a number of new products, including the following:

· Punch Monster® Baller’s Blend (formerly Dub Edition) (January 2014).

· Punch Monster® Mad Dog (formerly Dub Edition) (January 2014).

· Peace Tea Beverage Company™ Viva Mango™, a mango flavored juice drink (February 2014).

· Monster Energy® Valentino Rossi, a carbonated energy drink (May 2014).

· Hubert’s® Organic Lemonade, a line of certified organic lemonades in a variety of flavors (May 2014).

· Monster Energy® Unleaded, a carbonated energy drink which contains no caffeine (August 2014).

· Monster Energy® Ultra Sunrise™, a carbonated energy drink which contains zero calories and zero sugar (September 2014).

Pursuant to the terms and conditions of the TCCC Transaction Agreements, upon the closing of the TCCC Transaction, the Company will transfer its non-energy drink business (including Hansen’s® Natural Sodas, Peace Tea®, Hubert’s® Lemonade and Hansen’s® Juice Products) to TCCC.

_Monster Energy® Drinks_ - In 2002, we launched a new carbonated energy drink under the Monster Energy® brand name in 16-ounce cans, which was almost double the size of our original Hansen’s® brand energy drinks (in 8.3-ounce cans) and the vast majority of competitive energy drinks on the market at that time.

We offer the following teas and juice drinks under the Peace Tea® product line: Green Tea, Sweet Lemon Tea, Razzleberry Tea, Pink Lemonade Tea, Georgia Peach Tea, Sno-Berry, Texas-Style Sweet Tea, Caddy Shack® Tea + Lemonade as well as Viva Mango™ juice drinks.

We offer the following sodas in a variety of flavors under the Hansen’s® brand name: Hansen’s® Sodas, Hansen’s® Diet Sodas and Hansen’s® Natural Mixers.

We also offer unsweetened Hansen’s® Sparkling Waters and Hansen’s® Sparkling Fruit Beverages, a line of sparkling water beverages with 10 calories per serving and naturally sweetened with apple juice, stevia leaf extract and monk fruit extract in a variety of flavors.

We offer the following products under the Blue Sky® product line in a variety of flavors: Blue Sky® Natural Soda, Blue Sky® Zero Calorie Sodas (sweetened with Truvia® brand stevia leaf extract), Blue Sky® Organic Natural Sodas, Blue Sky® Seltzer Waters, Blue Sky® Blue Energy® Drinks, Blue Sky® Zero Calorie Blue Energy® Drinks, Blue Sky® Juiced Energy Drinks and Blue Sky® Café Energy Drinks.

In May 2014, we added Sun Burst and 1-2-3 Punch flavors to the Hansen’s® Energy product line.

_Hansen’s® Juice Products -_ Our fruit juice product line includes Hansen’s® Natural Apple Juice, Apple Cider, Grape Juice, White Grape Juice, Pineapple Juice, Apple Grape Juice, Apple Strawberry Juice, Orange Juice, Cranberry Juice, Cranberry-Apple Juice, Cranberry-Grape Juice, Apple Orange Pineapple Juice and Organic Apple Juice.

In May 2014, we added Hansen’s® Natural Organic Fruit Punch and Organic Berry Juices.

Hansen’s® juice products compete in the shelf-stable juice category.

We also offer our Hansen’s® Natural line of multi-vitamin 100% juices, containing eleven essential vitamins and six essential minerals, Hansen’s® Natural Organic Juices and Hansen’s® Natural Coconut Water Twist®, a line of fruit and coconut water juices containing 100% of the daily recommended allowance of vitamin C.

In October 2014, we added Hansen’s® Natural Kale Apple Pineapple to our boxed juice product line.

Our Hansen’s® Junior Juice® product line is a 100% juice line targeted at toddlers and preschoolers.

These juices have added calcium and all flavors contain 100% of the daily recommended allowance of vitamin C.

We also offer Hansen’s® Organic Junior Juice® as well as Hansen’s® Organic Junior Water®, the latter, a lightly flavored reduced calorie beverage, both of which also contain 100% of the daily recommended allowance of vitamin C.

We also offer Hubert’s® Diet Lemonade, a line with 10 calories per a serving and naturally sweetened with stevia leaf extract, monk fruit extract and cane sugar in a variety of flavors.

The plaintiffs [added: in these lawsuits] allege strict product liability, negligence, fraudulent concealment, breach of implied warranties and wrongful death.

The Company believes that [removed: the plaintiffs’] [added: each] complaint is without merit and plans a vigorous defense.

The Company also believes that any [removed: such] damages, if awarded, would not have a material adverse effect on the Company’s financial position or results of operations.

_State Attorney General Inquiry_ – In July 2012, the Company received a subpoena from the Attorney General for the State of New York in connection with its investigation concerning the Company’s advertising, marketing, promotion, ingredients, usage and sale of its Monster Energy® brand [removed: of] energy drinks.

On September 8, 2014, the Company moved to quash the second [removed: subpoena.][added: subpoena in the Supreme Court, New York County.]

The motion [removed: has been] [added: was] fully briefed and [removed: argument has been scheduled] [added: was argued] on [removed: the motion for] March 17, 2015.

_San Francisco City Attorney Litigation_ – On October 31, 2012, the Company received a written request for information from the City Attorney for the City and County of San Francisco concerning the Company’s advertising and marketing of its Monster Energy® brand [removed: of] energy drinks and specifically concerning the safety of its products for consumption by adolescents.

In a letter dated March 29, 2013, the San Francisco City Attorney threatened to bring suit against the Company if it did not agree to take the following five steps immediately: (i) “Reformulate its products to lower the caffeine content to safe [removed: levels”;] [added: levels”] - (ii) “Provide adequate warning labels”; (iii) “Cease promoting over-consumption in marketing”; (iv) “Cease use of alcohol and drug references in marketing”; and (v) “Cease targeting minors.”

(i) [removed: _The] [added: The] Company [removed: Action_] [added: Action] – On April 29, 2013, the Company and its wholly owned subsidiary, Monster Energy Company, filed a complaint for declaratory and injunctive relief against the San Francisco City Attorney (the “Company Action”) in United States District Court for the Central District of California (the “Central District Court”), styled _Monster Beverage Corp., et al.

On October 17, [removed: 2013 (after the San Francisco Action, described below, was remanded to San Francisco Superior Court),] [added: 2013,] the City Attorney filed a renewed motion to dismiss the Company Action and on December 16, 2013, the Central District Court granted the City Attorney’s renewed motion, dismissing the Company Action.

(ii) [removed: _The] [added: The] San Francisco [removed: Action_ —] [added: Action –] On May 6, 2013, the San Francisco City Attorney filed a complaint for declaratory and injunctive relief, civil penalties and restitution for alleged violation of California’s Unfair Competition Law, Business & Professions Code sections 17200, _et seq., styled People Of The State Of California ex rel.

seq.; (2) is selling an “adulterated” product because caffeine is not generally recognized as safe [removed: (“GRAS”)] due to the alleged lack of scientific consensus concerning the safety of the levels of caffeine in the Company’s products; and (3) is engaged in unfair and misleading business practices because its marketing (a) does not disclose the health risks that energy drinks pose for children and teens; (b) fails to warn against and promotes unsafe consumption; (c) implicitly promotes mixing of energy drinks with alcohol or drugs; and (d) is deceptive because it includes unsubstantiated claims about the purported special benefits of its “killer” ingredients and “energy blend.” The City Attorney sought a declaration that the Company has engaged in unfair and unlawful business acts and practices in violation of the Unfair Competition Law; an injunction from performing or proposing to perform any acts in violation of the Unfair Competition Law; restitution; and civil penalties.

[removed: On] [added: After a motion to strike filed by the Company was granted in part, on] March 20, 2014, the City Attorney filed an amended complaint, adding allegations supporting the theory for relief as to which the Court had granted the motion to strike.

On April 18, 2014, the Company filed a renewed motion to strike, [removed: challenging the theory for relief previously rejected by the Court,] as well as a motion asking the Court to bifurcate and/or stay claims relating to the safety of Monster Energy® [added: brand energy] drinks, pending resolution of the ongoing FDA investigation of the safety and labeling of food products to which caffeine is added.

The Company has been named a defendant in various personal injury lawsuits, claiming that the death or other serious injury of the plaintiffs was caused by consumption of Monster Energy® brand energy drinks.

No decision has been rendered.

The appeal is fully briefed and is set for argument on April 7, 2016.

The Court has set the case for a bench trial for April 10-17, 2017.

The actions or investigations described above have not progressed to a point where a reasonably possible range of losses associated with their ultimate outcome can be estimated at this time.

If the final resolution of any such litigation or proceedings is unfavorable, the Company’s financial condition, operating results and cash flows could be materially affected.

As of December 31, 2015, the Company’s consolidated balance sheet includes accrued loss contingencies of approximately $2.8 million.

On October 17, 2012, Wendy Crossland and Richard Fournier filed a lawsuit in the Superior Court of the State of California, County of Riverside, styled _Wendy Crossland and Richard Fournier v.

Monster Beverage Corporation_, against the Company claiming that the death of their 14 year old daughter (Anais Fournier) was caused by her consumption of two 24-ounce Monster Energy® drinks over the course of two days in December 2011.

The plaintiffs claim general damages in excess of $25,000 and punitive damages.

The Company filed a demurrer and a motion to strike the plaintiffs’ complaint on November 19, 2012, and the plaintiffs filed a first amended complaint on December 19, 2012.

The Company filed its answer to the first amended complaint on June 7, 2013.

The parties attended a court ordered mediation on January 23, 2014.

Discovery has commenced and trial has been scheduled for August 21, 2015.

The Company has also been named as a defendant in other complaints containing similar allegations to those presented in the Fournier lawsuit, each of which the Company believes is also without merit and would not have a material adverse effect on the Company’s financial position or results of operations in the event any damages were awarded.

_Securities Litigation_ – On September 11, 2008, a federal securities class action complaint styled _Cunha v.

Hansen Natural Corp., et al._ was filed in the United States District Court for the Central District of California (the “District Court”).

On September 17, 2008, a second federal securities class action complaint styled _Brown v.

Hansen Natural Corp., et al._ was also filed in the District Court.

After the District Court consolidated the two actions and appointed the Structural Ironworkers Local Union #1 Pension Fund as lead plaintiff, a Consolidated Complaint for Violations of Federal Securities Laws was filed on August 28, 2009 (the “Consolidated Class Action Complaint”).

The Consolidated Class Action Complaint purported to be brought on behalf of a class of purchasers of the Company’s stock during the period November 9, 2006 through November 8, 2007 (the “Class Period”).

It named as defendants the Company, Rodney C.

Sacks, Hilton H.

Schlosberg, and Thomas J.

Kelly.

Plaintiff principally alleged that, during the Class Period, the defendants made false and misleading statements relating to the Company’s distribution coordination agreements with Anheuser-Busch, Inc. (“AB”) and its sales of “Allied” energy drink lines, and engaged in sales of shares in the Company on the basis of material non-public information.

Plaintiff also alleged that the Company’s financial statements for the second quarter of 2007 did not include certain promotional expenses.

The Consolidated Class Action Complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and sought an unspecified amount of damages.

The District Court dismissed the Consolidated Class Action Complaint, with leave to amend, on July 12, 2010.

Plaintiff thereafter filed a Consolidated Amended Class Action Complaint for Violations of Federal Securities Laws on August 27, 2010 (the “Amended Class Action Complaint”).

While similar in many respects to the Consolidated Class Action Complaint, the Amended Class Action Complaint dropped certain of the allegations set forth in the Consolidated Class Action Complaint and made certain new allegations, including that the Company engaged in “channel stuffing” during the Class Period that rendered false or misleading the Company’s reported sales results and certain other statements made by the defendants.

In addition, it no longer named Thomas J.

Kelly as a defendant.

On September 4, 2012, the District Court dismissed certain of the claims in the Amended Class Action Complaint, including plaintiff’s allegations relating to promotional expenses, but denied defendants’ motion to dismiss with regard to the majority of plaintiff’s claims, including plaintiff’s channel stuffing allegations.

Plaintiff filed a motion seeking class certification on December 6, 2012, which the court denied, without prejudice, on January 17, 2014.

Following a mediation conducted by an independent mediator, the Company entered into a Stipulation of Settlement on April 16, 2014 to resolve the litigation.

Following a fairness hearing, on January 29, 2015, the District Court granted final approval of the settlement and entered a final judgment dismissing the action with prejudice.

Under the terms of the settlement, certain of the Company’s insurance carriers paid $16.25 million into an escrow account for distribution to a settlement class, certified by the District Court for settlement purposes only and consisting of all persons who purchased or otherwise acquired the Company’s stock during the Class Period (with certain exclusions as specified in the settlement agreement).

Under the settlement, defendants and various of their related persons and entities received a full release of all claims that were or could have been brought in the action as well as all claims that arise out of, are based upon or relate to the allegations, transactions, facts, representations, omissions or other matters involved in the complaints filed in the action or any statement communicated to the public during the Class Period, and the purchase, acquisition or sale of the Company’s stock during the Class Period.

The settlement contained no admission of any liability or wrongdoing on the part of the defendants, each of whom continues to deny all of the allegations against them and believes that the claims were without merit.

Because the full amount of the settlement was paid by the Company’s insurance carriers, the settlement did not have an effect on the Company’s results of operations.

The Company filed its opening brief on November 28, 2014.

The City Attorney’s filed an answering brief on February 13, 2015, and the Company’s reply brief is currently due on February 27, 2015.

On June 3, 2013, the Company removed the San Francisco Action to the United States District Court for the Northern District of California (the “Northern District Court”).

On July 3, 2013, the City Attorney filed a motion to remand the San Francisco Action back to state court.

On September 18, 2013, the Northern District Court granted the City Attorney’s motion to remand the San Francisco Action back to state court.

On January 15, 2014, the Company filed a demurrer to and motion to strike allegations in the complaint in the San Francisco Action.

For the fiscal year ended December 31, [removed: 2014][added: 2015]

Commission File Number [removed: 0-18761][added: 001-18761]

Yesþ [removed: Noo][added: No¨]

[removed: Yes þ No o][added: Yes¨ Noþ]

Yes [removed: þNo o][added: þ No ¨]

| Large accelerated filer þ | | Accelerated filer [removed: o] [added: ¨] |

| Non-accelerated filer [removed: o] [added: ¨] | | Smaller reporting company [removed: o] [added: ¨] |

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.) Yes [removed: o] [added: ¨] No þ

The aggregate market value of the voting and non-voting common equity held by [removed: nonaffiliates] [added: non-affiliates] of the registrant was [removed: $10,745,367,329] [added: $24,970,779,420] computed by reference to the closing sale price for such stock on the NASDAQ Global Select Market on June 30, [removed: 2014,] [added: 2015,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares of the registrant’s common stock, $0.005 par value per share (being the only class of common stock of the registrant), outstanding on February [removed: 17, 2015] [added: 4, 2016] was [removed: 170,016,322] [added: 202,919,837] shares.

Portions of the registrant’s Definitive Proxy Statement to be filed subsequent to the date hereof with the Commission pursuant to Regulation 14A in connection with the registrant’s [removed: 2015] [added: 2016] Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, [removed: 2014.][added: 2015.]

| [removed: [PART I](#Parti_174728] [added: [PART I](#PARTI_014035] "Click to goto [removed: ")] [added: ")] | | | |

| [removed: [1.](#Item1_Business_174731)] [added: [1.](#ITEM1_BUSINESS_014037)] | [removed: [Business](#Item1_Business_174731)] [added: [Business](#ITEM1_BUSINESS_014037)] | | 3 |

| [removed: [1A.](#Item1a_RiskFactors_161252)] [added: [1A.](#ITEM1A_RISKFACTORS_014116)] | [Risk [removed: Factors](#Item1a_RiskFactors_161252)] [added: Factors](#ITEM1A_RISKFACTORS_014116)] | | [removed: 21] [added: 20] |

| [removed: [1B.](#Item1b_UnresolvedStaffComments_181929)] [added: [1B.](#ITEM1B_UNRESOLVEDSTAFFCOMMENTS_014152)] | [Unresolved Staff [removed: Comments](#Item1b_UnresolvedStaffComments_181929)] [added: Comments](#ITEM1B_UNRESOLVEDSTAFFCOMMENTS_014152)] | | [removed: 33] [added: 31] |

| [removed: [2.](#Item2_Properties_181931)] [added: [2.](#ITEM2_PROPERTIES_014155)] | [removed: [Properties](#Item2_Properties_181931)] [added: [Properties](#ITEM2_PROPERTIES_014155)] | | [removed: 33] [added: 31] |

| [removed: [3.](#Item3_LegalProceedings_181933)] [added: [3.](#ITEM3_LEGALPROCEEDINGS_014158)] | [Legal [removed: Proceedings](#Item3_LegalProceedings_181933)] [added: Proceedings](#ITEM3_LEGALPROCEEDINGS_014158)] | | [removed: 33] [added: 31] |

| [removed: [4.](#Item4_MineSafetyDisclosures_182123)] [added: [4.](#ITEM4_MINESAFETYDISCLOSURESMINES_053015)] | [Mine Safety [removed: Disclosures](#Item4_MineSafetyDisclosures_182123)] [added: Disclosures](#ITEM4_MINESAFETYDISCLOSURESMINES_053015)] | | [removed: 37] [added: 34] |

| [removed: [PART II](#Partii_182128] [added: [PART II](#PARTII_041305] "Click to goto [removed: ")] [added: ")] | | | |

| [removed: [5.](#Item5_MarketForTheRegistrantsComm_182129)] [added: [5.](#ITEM5_MARKETFORTHEREGISTRANTSCOM_010721)] | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#Item5_MarketForTheRegistrantsComm_182129)] [added: Securities](#ITEM5_MARKETFORTHEREGISTRANTSCOM_010721)] | | [removed: 37] [added: 34] |

| [removed: [6.](#Item6_SelectedFinancialData_220436)] [added: [6.](#ITEM6_SELECTEDFINANCIALDATA_041131)] | [Selected Financial [removed: Data](#Item6_SelectedFinancialData_220436)] [added: Data](#ITEM6_SELECTEDFINANCIALDATA_041131)] | | [removed: 40] [added: 37] |

| [removed: [7.](#Item7_ManagementsDiscussionAndAna_220615)] [added: [7.](#ITEM7_MANAGEMENTSDISCUSSIONANDAN_012246)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#Item7_ManagementsDiscussionAndAna_220615)] [added: Operations](#ITEM7_MANAGEMENTSDISCUSSIONANDAN_012246)] | | [removed: 41] [added: 38] |

| [removed: [7A.](#Item7a_QuantitativeAndQualitative_215225)] [added: [7A.](#ITEM7A_QUANTITATIVEANDQUALITATIV_022124)] | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#Item7a_QuantitativeAndQualitative_215225)] [added: Risk](#ITEM7A_QUANTITATIVEANDQUALITATIV_022124)] | | [removed: 64] [added: 63] |

| [removed: [8.](#Item8_FinancialStatementsAndSuppl_215232)] [added: [8.](#ITEM8_FINANCIALSTATEMENTSANDSUPP_022134)] | [Financial Statements and Supplementary [removed: Data](#Item8_FinancialStatementsAndSuppl_215232)] [added: Data](#ITEM8_FINANCIALSTATEMENTSANDSUPP_022134)] | | 64 |

| [removed: [9.](#Item9_ChangesInAndDisagreementsWi_215240)] [added: [9.](#ITEM9_022137)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#Item9_ChangesInAndDisagreementsWi_215240)] [added: Disclosure](#ITEM9_022137)] | | [removed: 65] [added: 64] |

| [removed: [9A.](#Item9a_ControlsAndProcedures_215241)] [added: [9A.](#ITEM9A_CONTROLSANDPROCEDURES_022138)] | [Controls and [removed: Procedures](#Item9a_ControlsAndProcedures_215241)] [added: Procedures](#ITEM9A_CONTROLSANDPROCEDURES_022138)] | | [removed: 65] [added: 64] |

| [removed: [9B.](#Item9b_OtherInformation_195653)] [added: [9B.](#ITEM9B_OTHERINFORMATION_064412)] | [Other [removed: Information](#Item9b_OtherInformation_195653)] [added: Information](#ITEM9B_OTHERINFORMATION_064412)] | | [removed: 67] [added: 66] |

| [removed: [PART III](#Partiii_195654] [added: [PART III](#PARTIII_064415] "Click to goto [removed: ")] [added: ")] | | | |

| [removed: [10.](#Item10_DirectorsExecutiveOfficers_195655)] [added: [10.](#ITEM10_DIRECTORSEXECUTIVEOFFICER_064416)] | [Directors, Executive Officers and Corporate [removed: Governance](#Item10_DirectorsExecutiveOfficers_195655)] [added: Governance](#ITEM10_DIRECTORSEXECUTIVEOFFICER_064416)] | | [removed: 67] [added: 66] |

| [removed: [11.](#Item11_ExecutiveCompensation_200544)] [added: [11.](#ITEM11_EXECUTIVECOMPENSATION_064550)] | [Executive [removed: Compensation](#Item11_ExecutiveCompensation_200544)] [added: Compensation](#ITEM11_EXECUTIVECOMPENSATION_064550)] | | [removed: 67] [added: 66] |

| [removed: [12.](#Item12_SecurityOwnershipOfCertain_195954)] [added: [12.](#ITEM12_064602)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#Item12_SecurityOwnershipOfCertain_195954)] [added: Matters](#ITEM12_064602)] | | [removed: 67] [added: 66] |

| [removed: [13.](#Item13_CertainRelationshipsAndRel_200055)] [added: [13.](#ITEM13_075443)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#Item13_CertainRelationshipsAndRel_200055)] [added: Independence](#ITEM13_075443)] | | [removed: 68] [added: 67] |

| [removed: [14.](#Item14_PrincipalAccountingFeesAnd_200056)] [added: [14.](#ITEM14_PRINCIPALACCOUNTINGFEESAN_064712)] | [Principal Accounting Fees and [removed: Services](#Item14_PrincipalAccountingFeesAnd_200056)] [added: Services](#ITEM14_PRINCIPALACCOUNTINGFEESAN_064712)] | | [removed: 68] [added: 67] |

| [removed: [PART IV](#Partiv_200135] [added: [PART IV](#PARTIV_064716] "Click to goto [removed: ")] [added: ")] | | | |

| [removed: [15.](#Item15_ExhibitsFinancialStatement_200133)] [added: [15.](#ITEM15_EXHIBITSFINANCIALSTATEMEN_064717)] | [Exhibits and Financial Statement [removed: Schedules](#Item15_ExhibitsFinancialStatement_200133)] [added: Schedules](#ITEM15_EXHIBITSFINANCIALSTATEMEN_064717)] | | [removed: 68] [added: 67] |

| | [removed: [Signatures](#Signatures_201841] [added: [Signatures](#SIGNATURES_075147] "Click to goto ") | | [removed: 69] [added: 68] |

10-K 1 a15-23471_110k.htm 10-K

| Delaware | | 47-1809393 |

Yes þNo ¨

10-K 1 a14-25746_110k.htm 10-K

| Delaware | | 39-1679918 |

Yeso Noþ

Our owned corporate [removed: office is] [added: headquarters are] located at 1 Monster Way, Corona, California 92879, and consists of an approximately 141,000 square-foot, free standing, six-story building.

In addition, we lease [removed: significantly] [added: many] smaller office [removed: and] [added: and/or] warehouse [removed: space] [added: spaces,] both domestically and in certain international locations.

As a result of our sustainability efforts, we are seeking ENERGY STAR certification for our corporate headquarters shortly.

During February 2016, we entered into an agreement to acquire approximately 49 acres of land, located in Rialto, CA, for a purchase price of approximately $39 million.

The purchase is subject to various conditions precedent that must be satisfied prior to the closing.

If we ultimately acquire the land, we intend to build an approximately 1,000,000 square-foot building, which we hope to have LEED certified, to replace our current leased warehouse and distribution space in Corona, CA.

Our main warehouse and distribution space is located in a leased 346,495 square-foot building in Corona, California.

As of February [removed: 17, 2015,] [added: 4, 2016,] there were [removed: 170,016,322] [added: 202,919,837] shares of the Company’s common stock outstanding held by approximately [removed: 247] [added: 236] holders of record.

| Year Ended December 31, [removed: 2013] [added: 2015] | | High | | | Low | | |

During the year ended December 31, [removed: 2013,] [added: 2015,] the Company purchased [removed: 0.95] [added: 1.9] million shares of common stock at an average purchase price of [removed: $56.98] [added: $134.26] per [removed: share] [added: share,] for a total amount of [removed: $54.2] [added: $250.0] million (excluding broker [removed: commissions).][added: commissions), under the September 2015 Repurchase Plan.]

During the year ended December 31, [removed: 2014, 0.09] [added: 2015, 3.3] million shares were [removed: repurchased] [added: purchased] from employees in lieu of cash payments for options exercised or withholding taxes due for a total amount of [removed: $8.2] [added: $412.3] million.

While such purchases are considered common stock repurchases, they are not counted as purchases against [removed: our] [added: the Company’s] authorized share repurchase programs, including the [added: September 2015 Repurchase Plan or the] April 2013 Repurchase Plan.

The following table sets forth information as of December 31, [removed: 2014] [added: 2015] with respect to shares of our common stock that may be issued under our equity compensation plans.

[removed: ][added: ]

Cumulative total return assumes an initial investment of $100 on December 31, [removed: 2009.][added: 2010.]

| First Quarter | | $ | 143.90 | | $ | 106.77 | |

| Second Quarter | | $ | 144.69 | | $ | 124.18 | |

| Third Quarter | | $ | 155.83 | | $ | 115.62 | |

| Fourth Quarter | | $ | 160.50 | | $ | 127.34 | |

On June 12, 2015, as part of the TCCC Transaction, the Company cancelled 41.5 million shares of treasury stock owned by the Company.

The cancelled stock had a carrying value of approximately $1,482.6 million.

The Company’s accounting policy upon the formal retirement of treasury stock is to deduct its par value from common stock and to reflect any excess of cost over par as a deduction from retained earnings.

During the year ended December 31, 2015, the Company purchased 1.1 million shares of common stock at an average purchase price of $134.71 per share, for a total amount of $145.7 million (excluding broker commissions), which exhausted the availability under the April 2013 Repurchase Plan.

On September 11, 2015, the Company’s Board of Directors authorized a new share repurchase program for the repurchase of up to $500.0 million of the Company’s outstanding common stock (the “September 2015 Repurchase Plan”).

Shares purchased subsequent to the TCCC Transaction are included in common stock in treasury in the accompanying condensed consolidated balance sheet at December 31, 2015.

The following tabular summary reflects the Company’s repurchase activity during the quarter ended December 31, 2015.

| Period | | Total Number of Shares Purchased | | Average Price per Share¹ | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (In thousands)² | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Oct 1 - Oct 31 | | 61,100 | | $ 134.12 | | 61,100 | | $ 250,007 | |

¹Excluding broker commissions paid.

²Net of broker commissions paid.

| Equity compensation plans approved by stockholders | | 6,768,423 | | $50.87 | | 10,321,921 | |

| | | | | | | | |

| | | | | | | | |

| Total | | 6,768,423 | | $50.87 | | 10,321,921 | |

| First Quarter | | $ | 54.34 | | $ | 45.38 | |

| Second Quarter | | $ | 62.94 | | $ | 47.16 | |

| Third Quarter | | $ | 66.12 | | $ | 51.85 | |

| Fourth Quarter | | $ | 68.33 | | $ | 51.15 | |

During the year ended December 31, 2014, no shares of common stock were purchased under the April 2013 Repurchase Plan.

| Equity compensation plans approved by stockholders | | 13,214,554 | | $19.73 | | 11,384,395 | |

| Total | | 13,214,554 | | $19.73 | | 11,384,395 | |

The consolidated statements of operations data set forth below with respect to each of the fiscal years ended December 31, [removed: 2012] [added: 2013] through [removed: 2014] [added: 2015] and the balance sheet data as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] are derived from our audited consolidated financial statements included herein, and should be read in conjunction with those financial statements and notes thereto, and with Management’s Discussion and Analysis of Financial Condition and Results of Operations included as Part II, Item 7 of this Annual Report on Form 10-K.

The consolidated statements of operations data for the fiscal years ended December 31, [removed: 2011] [added: 2012] and [removed: 2010] [added: 2011] and the balance sheet data as of December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010] [added: 2011] are derived from the Company’s audited consolidated financial statements not included herein.

| (in thousands, [removed: exceptper shareinformation)] [added: except per share information)] | | [added: 2015 | | |] 2014 | | | 2013 | | | 2012 | | | 2011 | | | [removed: 2010 | | |]

| Net sales¹ | | $ | [removed: 2,464,867] [added: 2,722,564] | | $ | [removed: 2,246,428] [added: 2,464,867] | | $ | [removed: 2,060,702] [added: 2,246,428] | | $ | [removed: 1,703,230] [added: 2,060,702] | | $ | [removed: 1,303,942] [added: 1,703,230] | |

| Gross profit¹ | | $ | [removed: 1,339,810] [added: 1,632,301] | | $ | [removed: 1,172,931] [added: 1,339,810] | | $ | [removed: 1,065,656] [added: 1,172,931] | | $ | [removed: 894,309] [added: 1,065,656] | | $ | [removed: 680,240] [added: 894,309] | |

| Gross profit as a percentage to net sales | | [added: 60.0% | | |] 54.4% | | | 52.2% | | | 51.7% | | | 52.5% | | | [removed: 52.2% | | |]

| Operating income² | | $ | [removed: 747,505] [added: 893,653] | | $ | [removed: 572,916] [added: 747,505] | | $ | [removed: 550,623] [added: 572,916] | | $ | [removed: 456,423] [added: 550,623] | | $ | [removed: 347,814] [added: 456,423] | |

| Net income | | $ | [removed: 483,185] [added: 546,733] | | $ | [removed: 338,661] [added: 483,185] | | $ | [removed: 340,020] [added: 338,661] | | $ | [removed: 286,219] [added: 340,020] | | $ | [removed: 212,029] [added: 286,219] | |

| Basic | | $ | [removed: 2.89] [added: 2.90] | | $ | [removed: 2.03] [added: 2.89] | | $ | [removed: 1.96] [added: 2.03] | | $ | [removed: 1.62] [added: 1.96] | | $ | [removed: 1.20] [added: 1.62] | |

| Diluted | | $ | [removed: 2.77] [added: 2.84] | | $ | [removed: 1.95] [added: 2.77] | | $ | [removed: 1.86] [added: 1.95] | | $ | [removed: 1.53] [added: 1.86] | | $ | [removed: 1.14] [added: 1.53] | |

| Cash, cash equivalents and investments | | $ | [removed: 1,194,397] [added: 2,175,417] | | $ | [removed: 623,388] [added: 1,194,397] | | $ | [removed: 340,949] [added: 623,388] | | $ | [removed: 793,807] [added: 340,949] | | $ | [removed: 643,680] [added: 793,807] | |

| Total assets | | $ | [removed: 1,938,875] [added: 5,675,189] | | $ | [removed: 1,420,509] [added: 1,938,875] | | $ | [removed: 1,043,325] [added: 1,420,509] | | $ | [removed: 1,362,399] [added: 1,043,325] | | $ | [removed: 1,146,950] [added: 1,362,399] | |

| Stockholders’ equity | | $ | [removed: 1,515,150] [added: 4,809,410] | | $ | [removed: 992,279] [added: 1,515,150] | | $ | [removed: 644,397] [added: 992,279] | | $ | [removed: 979,158] [added: 644,397] | | $ | [removed: 828,398] [added: 979,158] | |

[removed: ¹Includes] [added: _¹__Includes $62.8 million,] $15.0 million, $14.8 million, $13.2 [removed: million, $13.0] million and [removed: $10.0] [added: $13.0] million for the years ended December 31, [added: 2015,] 2014, 2013, [removed: 2012, 2011] [added: 2012] and [removed: 2010,] [added: 2011,] respectively, related to the recognition of deferred revenue.

[removed: ²Includes] [added: _²Includes $224.0 million,] ($0.2) million, $10.8 million, $1.5 [removed: million, $1.1] million and [removed: $0.3] [added: $1.1] million for the years ended December 31, [added: 2015,] 2014, 2013, [removed: 2012, 2011] [added: 2012] and [removed: 2010,] [added: 2011,] respectively, related to expenditures attributable to the costs associated with terminating existing [removed: distributors.][added: distributors._]

Included in the $62.8 million recognition of deferred revenue for the year ended December 31, 2015, is $39.8 million related to the accelerated amortization of the deferred revenue balances associated with certain of the Company’s prior distributors who were sent notices of termination during the first quarter of 2015._

| Gross sales*¹ | | $ | 2,827,092 | | $ | 2,586,531 | | $ | 2,373,499 | | $ | 1,950,490 | | $ | 1,488,516 | |

| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

_*Gross sales is used internally by management as an indicator of and to monitor operating performance, including sales performance of particular products, salesperson performance, product growth or declines and overall Company performance.

The use of gross sales allows evaluation of sales performance before the effect of any promotional items, which can mask certain performance issues.

We therefore believe that the presentation of gross sales provides a useful measure of our operating performance.

Gross sales is not a measure that is recognized under generally accepted accounting principles in the United States of America (“GAAP”) and should not be considered as an alternative to net sales, which is determined in accordance with GAAP, and should not be used alone as an indicator of operating performance in place of net sales.

Additionally, gross sales may not be comparable to similarly titled measures used by other companies as gross sales has been defined by our internal reporting practices.

In addition, gross sales may not be realized in the form of cash receipts as promotional payments and allowances may be deducted from payments received from certain customers (See “Part II, Item 7 – Results of Operations”)._

The information required to be furnished in response to this ITEM 8 follows the signature page and Index to Exhibits hereto at pages [removed: 69] [added: 73] through [removed: 114.][added: 120.]

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on the framework in _Internal Control – Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our management’s evaluation under the framework in _Internal Control - Integrated Framework (2013)_, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2014.][added: 2015.]

Our internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report, which is included herein.

_Changes in Internal Control Over Financial Reporting_ – There were no changes in the Company’s internal controls over financial reporting during the quarter ended December 31, [removed: 2014,] [added: 2015,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited the internal control over financial reporting of Monster Beverage Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on the criteria established in _Internal Control — Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, [removed: 2014] [added: 2015] of the Company and our report dated [removed: March 2, 2015] [added: February 29, 2016] expressed an unqualified opinion on those financial statements and financial statement schedule.

February 29, 2016

March 2, 2015

The information required by this item regarding our directors is included under the caption “Proposal One – Election of Directors” in our Proxy Statement for our 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2014] [added: 2015] (the [removed: “2015] [added: “2016] Proxy Statement”) and is incorporated herein by reference.

Information concerning compliance with Section 16(a) of the Exchange Act is included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our [removed: 2015] [added: 2016] Proxy Statement and is incorporated herein by reference.

Information concerning the Audit Committee and the Audit Committee Financial expert is reported under the caption “Audit Committee; Report of the Audit Committee; Duties and Responsibilities” in our [removed: 2015] [added: 2016] Proxy Statement and is incorporated herein by reference.

Information concerning the compensation of our directors and executive officers and Compensation Committee Interlocks and Insider Participation is reported under the captions “Compensation Discussion and Analysis,” and “Compensation Committee,” respectively, in our [removed: 2015] [added: 2016] Proxy Statement and is incorporated herein by reference.

Information concerning the beneficial ownership of the Company’s Common Stock of (a) those persons known to the Company to be the beneficial owners of more than 5% of the Company’s common stock; (b) each of the Company’s directors and nominees for director; and (c) the Company’s executive officers and all of the Company’s current directors and executive officers as a group is reported under the caption “Principal Stockholders and Security Ownership of Management” in our [removed: 2015] [added: 2016] Proxy Statement and is incorporated herein by reference.

Information concerning certain relationships and related transactions is reported under the caption “Certain Relationships and Related Transactions and Director Independence” in our [removed: 2015] [added: 2016] Proxy Statement and is incorporated herein by reference.

Information concerning our accountant fees and our Audit Committee’s pre-approval of audit and permissible non-audit services of independent auditors is reported under the captions “Principal Accounting Firm Fees” and “Pre-Approval of Audit and Non-Audit Services,” respectively, in our [removed: 2015] [added: 2016] Proxy Statement and is incorporated herein by reference.

| (a) | [removed: |] The following documents are filed as a part of this Form 10-K: | |

| | [removed: |] [Report of Independent Registered Public Accounting [removed: Firm](#ReportOfIndependentRegisteredPubl_221457] [added: Firm](#REPORTOFINDEPENDENTREGISTEREDPUB_053947] "Click to goto ") | [removed: 74] [added: 73] |

| | [removed: |] Financial Statements: | |

| | [removed: |] [Consolidated Balance Sheets as of December 31, [removed: 2014] [added: 2015] and [removed: 2013](#ConsolidatedBalanceSheets_221602] [added: 2014](#CONSOLIDATEDBALANCESHEETS_072318] "Click to goto ") | [removed: 75] [added: 74] |

| | [removed: |] [Consolidated Statements of Income for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#ConsolidatedStatementsOfIncome_221605] [added: 2013](#CONSOLIDATEDSTATEMENTSOFINCOME_072321] "Click to goto ") | [removed: 76] [added: 75] |

| | [removed: |] [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#ConsolidatedStatementsOfComprehen_221631] [added: 2013](#CONSOLIDATEDSTATEMENTSOFCOMPREHE_072324] "Click to goto ") | [removed: 77] [added: 76] |

| | [removed: |] [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#ConsolidatedStatementsOfStockhold_221651] [added: 2013](#CONSOLIDATEDSTATEMENTSOFSTOCKHOL_074022] "Click to goto ") | [removed: 78] [added: 77] |

| | [removed: |] [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#ConsolidatedStatementsOfCashFlows_221818] [added: 2013](#CONSOLIDATEDSTATEMENTSOFCASHFLOW_080029] "Click to goto ") | [removed: 79] [added: 78] |

| | [removed: |] [Notes to Consolidated Financial [removed: Statements](#NotesToConsolidatedFinancialState_222020] [added: Statements](#NOTESTOCONSOLIDATEDFINANCIALSTAT_084543] "Click to goto ") | [removed: 81] [added: 80] |

| | [removed: |] Financial Statement Schedule: | |

| | [removed: |] [Valuation and Qualifying Accounts for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012](#ScheduleIiValuationAndQualifyingA_025814] [added: 2013](#SCHEDULEIIVALUATIONANDQUALIFYING_043808] "Click to goto ") | [removed: 114] [added: 120] |

| | [removed: |] Exhibits: | |

| | [removed: |] The Exhibits listed in the Index of Exhibits, which appears immediately following the signature page and is incorporated herein by reference, as filed as part of this Form 10-K. | |

| /s/ RODNEY C. SACKS | [removed: |] Rodney C. Sacks | [removed: |] Date: [removed: March 2, 2015] [added: February 29, 2016] |

| | [removed: |] Chairman of the Board | | [removed: |]

| [removed: /s/ RODNEY] [added: Rodney] C. [removed: SACKS] [added: Sacks] | | [removed: Chairman of the Board of] Directors and Chief Executive Officer (principal executive officer) | | [removed: March 2, 2015] |

| [removed: /s/ HILTON] [added: Hilton] H. [removed: SCHLOSBERG] [added: Schlosberg] | | [removed: Vice Chairman of the Board of] Directors, President, Chief Operating Officer, Chief Financial Officer and Secretary (principal financial officer, controller and principal accounting officer) | | [removed: March 2, 2015] |

| /s/ NORMAN C. EPSTEIN | | Director | | [removed: March 2, 2015] [added: February 29, 2016] |

| /s/ BENJAMIN M. POLK | | Director | | [removed: March 2, 2015] [added: February 29, 2016] |

| /s/ SYDNEY SELATI | | Director | | [removed: March 2, 2015] [added: February 29, 2016] |

| /s/ HAROLD C. TABER, JR. | | Director | | [removed: March 2, 2015] [added: February 29, 2016] |

| /s/ MARK S. VIDERGAUZ | | Director | | [removed: March 2, 2015] [added: February 29, 2016] |

| /s/ MARK J. HALL | | Director | | [removed: March 2, 2015] [added: February 29, 2016] |

| 2.1 | Transaction Agreement, dated as of August 14, 2014, by and among Monster Beverage Corporation, New Laser Corporation, New Laser Merger Corp, The Coca-Cola Company and European Refreshments (incorporated by reference [removed: from exhibit] [added: to Exhibit] 2.1 to our Form 8-K dated August 18, 2014). |

| 2.2 | Asset Transfer Agreement, dated as of August 14, 2014, by and among Monster Beverage Corporation, New Laser Corporation and The Coca-Cola Company Refreshments (incorporated by reference [removed: from exhibit] [added: to Exhibit] 2.2 to our Form 8-K dated August 18, 2014). |

| 3.1 | Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to our Form [removed: 10-K] [added: 8-K] dated [removed: February 29, 2012).] [added: June 18, 2015).] |

| 3.2 | Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] to our Form 8-K dated [removed: August 2, 2013).] [added: June 18, 2015).] |

| [removed: 10.1+] [added: 10.3+] | Form of Amendment to Stock Option Agreement (relating to the amendment of certain stock option agreements between Hansen Natural Corporation and its executive officers and directors) (incorporated by reference to Exhibit 10.1 to our Form 8-K dated January 8, 2007). |

| [removed: 10.2] [added: 10.4] | Form of Indemnification Agreement (to be provided by Hansen Natural Corporation to its directors) (incorporated by reference to Exhibit 10.1 to our Form 8-K dated November 14, 2005). |

| [removed: 10.3+] [added: 10.5+] | Stock Option Agreement between Hansen Natural Corporation and Harold Taber (made as of November 11, 2005) (incorporated by reference to Exhibit 10.42 to our Form 10-K dated March 15, 2006). |

| [removed: 10.4+] [added: 10.6+] | Stock Option Agreement between Hansen Natural Corporation and Hilton H. Schlosberg (made as of November 11, 2005) (incorporated by reference to Exhibit 10.46 to our Form 10-K dated March 15, 2006). |

| [removed: 10.5+] [added: 10.7+] | Stock Option Agreement between Hansen Natural Corporation and Rodney C. Sacks (made as of November 11, 2005) (incorporated by reference to Exhibit 10.47 to our Form 10-K dated March 15, 2006). |

| [removed: 10.7+] [added: 10.8+] | Hansen Natural Corporation 2001 Amended and Restated Stock Option Plan (incorporated by reference to Exhibit A to our Proxy Statement dated September 25, 2007). |

| [removed: 10.8] [added: 10.9] | Business Loan Agreement between Hansen Beverage Company and Comerica Bank (incorporated by reference to Exhibit 10.1 to our Form 10-Q dated August 9, 2007). |

| [removed: 10.9] [added: 10.1] | [removed: Monster Energy] [added: Amended and Restated] Distribution Coordination Agreement, dated [removed: October 3, 2008,] [added: as of June 12, 2015,] between [removed: Hansen Beverage] [added: Monster Energy] Company and The [removed: Coca Cola] [added: Coca-Cola] Company (incorporated by reference to [removed: exhibit] [added: Exhibit] 10.1 to our [removed: Form] 10-Q dated [removed: November] [added: August] 10, [removed: 2008).] [added: 2015).] |

| 10.10 | Monster Energy International Distribution [removed: Coordination] Agreement, dated October 3, 2008, between Tauranga Ltd, trading as Monster Energy, and Coca-Cola Enterprises Inc. (incorporated by reference to exhibit [removed: 10.2] [added: 10.5] to our Form 10-Q dated November 10, 2008). |

| 10.11 | Monster Energy [added: Belgium] Distribution Agreement, dated October 3, 2008, between [removed: Hansen Beverage Company] [added: Tauranga Ltd, trading as Monster Energy,] and Coca-Cola [removed: Enterprises,] [added: Enterprises] Inc. (incorporated by reference to [removed: exhibit 10.3] [added: Exhibit 10.6] to our Form 10-Q dated November 10, 2008). |

| [removed: 10.12] [added: 10.2] | [removed: Monster Energy Canadian] [added: Amended and Restated International] Distribution [added: Coordination] Agreement, dated [removed: October 3, 2008,] [added: as of June 12, 2015,] between [removed: Hansen Beverage] [added: Monster Energy Ltd. and Monster Energy] Company and [added: The] Coca-Cola [removed: Bottling Company.] [added: Company] (incorporated by reference to [removed: exhibit 10.4] [added: Exhibit 10.2] to our [removed: Form] 10-Q dated [removed: November] [added: August] 10, [removed: 2008).] [added: 2015).] |

| [removed: 10.15+] [added: 10.12+] | Stock Option Agreement between Hansen Natural Corporation and Rodney C. Sacks (made as of June 2, 2008) (incorporated by reference to [removed: exhibit] [added: Exhibit] 10.44 to our Form 10-K dated March 1, 2010). |

| [removed: 10.16A+] [added: 10.13A+] | Amendment to Stock Option Agreement between Hansen Natural Corporation and Rodney C. Sacks (made as of August 2, 2008) (incorporated by reference to [removed: exhibit] [added: Exhibit] 10.44A to our Form 10-K dated March 1, 2010). |

| --- | --- | --- |

| /s/ RODNEY C. SACKS | | Chairman of the Board of | | February 29, 2016 |

| /s/ HILTON H. SCHLOSBERG | | Vice Chairman of the Board of | | February 29, 2016 |

| /s/ GARY P. FAYARD | | Director | | February 29, 2016 |

| Gary P. Fayard | | | | |

| /s/ KATHY N WALLER | | Director | | February 29, 2016 |

| Kathy N. Waller | | | | |

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February 29, 2016

| | | 2015 | | | 2014 | |

| Cash and cash equivalents | | $ | 2,175,417 | | $ | 370,323 |

| TCCC Transaction receivable | | 125,000 | | | \- | |

| Total current assets | | 3,582,602 | | | 1,653,154 | |

| DEFERRED INCOME TAXES | | 261,310 | | | 94,381 | |

| GOODWILL | | 1,279,715 | | | \- | |

| OTHER INTANGIBLE ASSETS, net | | 427,986 | | | 50,748 | |

| | | | | | | |

| Accrued distributor terminations | | 11,018 | | | \- | |

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| GAIN ON SALE OF MONSTER NON-ENERGY (NOTE 2) | | 161,470 | | | \- | | | \- | |

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| Exercise of stock options | | 7,425 | | 37 | | | 49,291 | | | \- | | | \- | | | \- | | | \- | | | 49,328 | | |

| --- | --- | --- | --- |

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| --- | --- | --- | --- | --- |

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| Rodney C. Sacks | | | | |

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| Hilton H. Schlosberg | | | | |

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| --- | --- |

| 10.6 | Single Tenant Industrial Lease, made and entered into as of October 13, 2006 by and between Watson Land Company, a California Corporation, and Hansen Beverage Company, a Delaware Corporation (incorporated by reference to exhibit 10 to our Form 10-K dated June 6, 2007). |

| --- | --- |

| 10.13 | Monster Energy International Distribution Agreement, dated October 3, 2008, between Tauranga Ltd, trading as Monster Energy, and Coca-Cola Enterprises Inc. (incorporated by reference to exhibit 10.5 to our Form 10-Q dated November 10, 2008). |

| 10.14 | Monster Energy Belgium Distribution Agreement, dated October 3, 2008, between Tauranga Ltd, trading as Monster Energy, and Coca-Cola Enterprises Inc. (incorporated by reference to exhibit 10.6 to our Form 10-Q dated November 10, 2008). |

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March 2, 2015

| --- | --- | --- | --- | --- | --- | --- | --- |

| Distributor receivables | | 552 | | | 4,542 | | |

| Deferred income taxes | | 40,275 | | | 20,924 | | |

| Total current assets | | 1,693,429 | | | 1,183,043 | | |

| | | | | | | | |

| DEFERRED INCOME TAXES | | 54,106 | | | 63,611 | | |

| INTANGIBLES, net | | 50,748 | | | 65,774 | | |

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| Interest and other (expense) income, net | | (1,676) | | | (11,737) | | | (2,256) | | |